-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ry+twHeJFcNX51hKe/bNH9mANa0aJaDt9NQ3kNOHnDH2Wmd9XNJxuHbe44H89Eqk fi4rJCL1QwmV3+Oag6G7iw== 0000897069-99-000348.txt : 19990615 0000897069-99-000348.hdr.sgml : 19990615 ACCESSION NUMBER: 0000897069-99-000348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990610 GROUP MEMBERS: ALLIANT ENERGY INVESTMENTS, INC. GROUP MEMBERS: ALLIANT ENERGY RESOURCES, INC. GROUP MEMBERS: HEARTLAND PROPERTIES, INC. GROUP MEMBERS: INTERSTATE ENERGY CORP GROUP MEMBERS: INTERSTATE POWER COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCLEODUSA INC CENTRAL INDEX KEY: 0000919943 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 421407240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46203 FILM NUMBER: 99644169 BUSINESS ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406-3177 BUSINESS PHONE: 3193640000 MAIL ADDRESS: STREET 1: 6400 C ST SW STREET 2: PO BOX 3177 CITY: CEDAR RAPIDS STATE: IA ZIP: 52406-3177 FORMER COMPANY: FORMER CONFORMED NAME: MCLEOD INC DATE OF NAME CHANGE: 19960403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE ENERGY CORP CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 222 WEST WSHNGTON AVENUE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523110 MAIL ADDRESS: STREET 1: P O BOX 2568 CITY: MADISON STATE: WI ZIP: 53701-2568 FORMER COMPANY: FORMER CONFORMED NAME: WPL HOLDINGS INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 SCHEDULE 13 D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* McLeodUSA Incorporated (Name of Issuer) Class A Common Stock (Title of Class of Securities) 582266 10 2 (CUSIP Number) Edward M. Gleason Alliant Energy Corporation 222 West Washington Avenue, Madison, Wisconsin 53703 (608) 252-3311 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Voluntary (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ---------------------- ----------------------------- CUSIP No. 582266 10 2 Page 2 of 21 pages - ---------------------- ----------------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alliant Energy Corporation (formerly known as Interstate Energy Corporation) =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* 00 (See Item 3) =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) OR 2(e) |_| =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin =========== =============== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 0 SHARES ========= ========================================== 8 SHARED VOTING POWER BENEFICIALLY 9,683,596 (See Item 5) OWNED BY ========= ========================================== 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ========= ========================================== 10 SHARED DISPOSITIVE POWER PERSON 9,683,596 (See Item 5) WITH =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,683,596 (See Item 5) =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* CO =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ----------------------------- CUSIP No. 582266 10 2 Page 3 of 21 pages - ---------------------- ----------------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alliant Energy Resources, Inc. (formerly known as Alliant Industries, Inc.) =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* Not Applicable =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) OR 2(e) |_| =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin =========== =============== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 0 SHARES ========= ========================================== 8 SHARED VOTING POWER BENEFICIALLY 9,683,596 (See Item 5) OWNED BY ========= ========================================== 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ========= ========================================== 10 SHARED DISPOSITIVE POWER PERSON 9,683,596 (See Item 5) WITH =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,683,596 (See Item 5) =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* CO =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ----------------------------- CUSIP No. 582266 10 2 Page 4 of 21 pages - ---------------------- ----------------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alliant Energy Investments, Inc. (formerly known as IES Investments, Inc.) =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* Not Applicable =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) OR 2(e) |_| Not Applicable =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa =========== =============== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 0 SHARES ========= ========================================== 8 SHARED VOTING POWER BENEFICIALLY 9,683,596 (See Item 5) OWNED BY ========= ========================================== 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ========= ========================================== 10 SHARED DISPOSITIVE POWER PERSON 9,683,596 (See Item 5) WITH =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,683,596 (See Item 5) =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* CO =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ----------------------------- CUSIP No. 582266 10 2 Page 5 of 21 pages - ---------------------- ----------------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Heartland Properties, Inc. =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* 00(see Item 3) =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) OR 2(e) |_| Not Applicable =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin =========== =============== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 0 SHARES ========= ========================================== 8 SHARED VOTING POWER BENEFICIALLY 9,683,596 (See Item 5) OWNED BY ========= ========================================== 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ========= ========================================== 10 SHARED DISPOSITIVE POWER PERSON 9,683,596 (See Item 5) WITH =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,683,596 (See Item 5) =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* CO =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ----------------------------- CUSIP No. 582266 10 2 Page 6 of 21 pages - ---------------------- ----------------------------- =========== ==================================================================== 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Interstate Power Company =========== ==================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| b) |X| =========== ==================================================================== 3 SEC USE ONLY =========== ==================================================================== 4 SOURCE OF FUNDS* Not Applicable =========== ==================================================================== 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) OR 2(e) |_| Not Applicable =========== ==================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware =========== =============== ========= ========================================== 7 SOLE VOTING POWER NUMBER OF 0 SHARES ========= ========================================== 8 SHARED VOTING POWER BENEFICIALLY 45,000 (See Item 5) OWNED BY ========= ========================================== 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ========= ========================================== 10 SHARED DISPOSITIVE POWER PERSON 45,000 (See Item 5) WITH =========== ==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,000 (See Item 5) =========== ==================================================================== 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable =========== ==================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .06% =========== ==================================================================== 14 TYPE OF REPORTING PERSON* CO =========== ==================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This statement relates to the Class A Common Stock, $.01 par value, of McLeodUSA Incorporated, a Delaware corporation (the "Company"), whose principal executive offices are located at 6400 C Street SW, P.O. Box 3177, Cedar Rapids, Iowa 52406-3177. Item 2. Identity and Background This statement is filed on behalf of the following entities: (1) Alliant Energy Corporation (formerly known as Interstate Energy Corporation), a Wisconsin corporation ("AEC"), whose principal executive offices are located at 222 West Washington Avenue, Madison, Wisconsin 53703. AEC is a registered public utility holding company with both utility (including electric and natural gas) and nonutility (including energy-related, transportation and real estate development) businesses. (2) Alliant Energy Resources, Inc. (formerly known as Alliant Industries, Inc.), a Wisconsin corporation and wholly-owned subsidiary of AEC ("Alliant"), whose principal executive offices are located at 222 West Washington Avenue, Madison, Wisconsin 53703. Alliant is the holding company for all nonutility businesses of AEC. Alliant's subsidiaries are engaged in business development in environmental and engineering services, affordable housing and energy services and energy-related, transportation and real estate development businesses. (3) Alliant Energy Investments, Inc. (formerly known as IES Investments Inc.), an Iowa corporation and direct wholly-owned subsidiary of Alliant and indirect wholly-owned subsidiary of AEC ("Alliant Investments"), whose principal executive offices are located at Alliant Tower, 200 First Street, S.E., Cedar Rapids, Iowa 52401. The principal business of Alliant Investments is to invest in, develop and/or manage investment and financial business ventures. (4) Heartland Properties, Inc., a Wisconsin corporation and direct wholly-owned subsidiary of Alliant Investments and indirect wholly-owned subsidiary of each of Alliant and AEC ("HPI"), whose principal executive offices are located at 122 West Washington Avenue, Madison, Wisconsin 53703. The principal business of HPI is to invest in affordable housing. (5) Interstate Power Company, a Delaware corporation and subsidiary of AEC ("IPC"), whose principal executive offices are located at 1000 Main Street, P.O. Box 769, Dubuque, Iowa 52004. IPC is an operating public utility engaged in the generation, purchase, transmission, distribution and sale of electricity. IPC also engages in the distribution and sale of natural gas. (a)-(c) and (f) The name, business address, present principal occupation or employment, citizenship and the name, principal business and address of any corporation or other organization in which such employment is conducted of each executive officer and director of AEC, Alliant, Alliant Investments, HPI and IPC, respectively, is set forth below. ALLIANT ENERGY CORPORATION (AEC) Each of the directors and executive officers of AEC is a citizen of the United States of America. The business address of each of the directors and executive officers of AEC is 222 West Washington Avenue, Madison, Wisconsin 53703, except as otherwise indicated. 7 Name/Address Title ------------ ----- Executive Officers Erroll B. Davis, Jr. President and Chief Executive Officer William D. Harvey Executive Vice President-Generation Thomas M. Walker Executive Vice President and Chief Financial Officer Michael R. Chase Executive Vice President-Corporate 1000 Main Street Services P.O. Box 769 Dubuque, Iowa 52004 James E. Hoffman Executive Vice President-Business Alliant Tower Development 200 First Street, S.E. Cedar Rapids, IA 52401 Eliot G. Protsch Executive Vice President-Energy Delivery Alliant Tower 200 First Street, S.E. Cedar Rapids, IA 52401 Barbara J. Swan Executive Vice President and General Counsel Pamela J. Wegner Executive Vice President-Corporate Services John E. Ebright Vice President-Controller Edward M. Gleason Vice President-Treasurer and Corporate Secretary Directors Alan B. Arends Chairman of the Board of Directors of P.O. Box 1206 Alliance Benefit Group Financial Albert Lea, MN 56007 Services Corp., an employee benefits company Erroll B. Davis, Jr. President and Chief Executive Officer of AEC 8 Name/Address Title ------------ ----- Rockne G. Flowers Chief Executive officer of Nelson P.O. Box 600 Industries, Inc., a muffler filler, Stoughton, WI 53589 industrial silencer, and active sound and vibration control technology and manufacturing firm Joyce L. Hanes Director and Chairman of Midwest 15936 310th Street Wholesale Inc. Mason City, IA 50401 Lee Liu Chairman of the Board of AEC Alliant Tower 200 First Street, S.E. Cedar Rapids, IA 52401 Katharine C. Lyall President, University of Wisconsin University of Wisconsin System System, Madison, Wisconsin 1720 Van Hise Hall 1220 Linden Drive Madison, WI 53706 Arnold M. Nemirow Chairman, President and Chief Executive P.O. Box 1028 Officer of Bowater, Inc., a pulp and Greenville, SC 29602 paper manufacturer. Milton E. Neshek Special Consultant to the Kikkoman 1335 Geneva National Avenue, Corporation, and General Counsel, North Secretary and Manager, New Market Lake Geneva, WI 53147 Development, Kikkoman Foods, Inc., a food products manufacturer Jack R. Newman Partner of Morgan, Lewis & Bockius, an Morgan, Lewis & Bockius international law firm 1800 M Street NW Washington, DC 20036 Judith D. Pyle Vice Chair of The Pyle Group, a The Pyle Group financial services company 3500 Corben Court Madison, WI 53704 Robert D. Ray Retired President and Chief Executive 300 Walnut Street Officer of IASD Health Services Inc., an Suite 807 insurance firm Des Moines, IA 50309 9 Name/Address Title ------------ ----- David Q. Reed Independent practitioner of law Mark Twain Tower Suite 1210 106 West 11th Street Kansas City, Missouri 64105 Robert W. Schlutz President of Schlutz Enterprises, a Schlutz Enterprises diversified farming and retailing 14812 N. Avenue business P.O. Box 269 Columbus Junction, Iowa 52738 Wayne H. Stoppelmoor Vice Chairman of the Board of AEC 1000 Main Street P.O. Box 769 Dubuque, IA 52004 Anthony R. Weiler Senior Vice President, Merchandising, Heilig-Meyers Company for Heilig-Meyers Company, a national 12560 West Creek Parkway furniture retailer Richmond, Virginia 23230 ALLIANT ENERGY RESOURCES, INC. (ALLIANT) - ---------------------------------------- Each of the directors and executive officers of Alliant is a citizen of the United States of America. The business address of each of the directors and executives officers of Alliant is 222 West Washington Avenue, Madison, Wisconsin 53703, except as otherwise indicated. Name/Address Title ------------ ----- Executive Officers Erroll B. Davis, Jr. Chief Executive Officer James E. Hoffman President Alliant Tower 200 First Street, S.E. Cedar Rapids, IA 52401 Claire Fulenwider Vice President-Business Development & Planning 10 Name/Address Title ------------ ----- Thomas L. Aller Vice President Alliant Tower 200 First Street, S.E. Cedar Rapids, IA 52401 John E. Ebright Vice President-Controller Edward M. Gleason Vice President-Treasurer & Corporate Secretary Directors The directors of Alliant are the same as the directors of AEC (see above). ALLIANT ENERGY INVESTMENTS, INC. (ALLIANT INVESTMENTS) Each of the directors and executive officers of Alliant Investments is a citizen of the United States of America. The business address of each of the directors and executive officers of Alliant Investments is Alliant Tower, 200 First Street, S.E., Cedar Rapids, IA 52401, except as otherwise indicated. Name/Address Title ------------ ----- Executive Officers James E. Hoffman President Thomas L. Aller Vice President Edward M. Gleason Treasurer and Secretary 222 West Washington Avenue Madison, WI 53703 Directors Erroll B. Davis, Jr. President and Chief Executive Officer of 222 West Washington Avenue AEC Madison, WI 53703 James E. Hoffman President of Alliant Investments Thomas L. Aller Vice President of Alliant Investments 11 HEARTLAND PROPERTIES, INC. (HPI) Each of the directors and executive officers of HPI is a citizen of the United States of America. The business address of each of the directors and executive officers of HPI is 122 West Washington Avenue, Madison, Wisconsin 53703, except as otherwise indicated. Name/Address Title ------------ ----- Executive Officers Ruth A. Domack President E. Dean Baumgardner Vice President Henry D. Wertheimer Vice President and Treasurer John W. Stoneman Vice President and Secretary Cynthia L. Dockus Controller Directors Thomas L. Aller Alliant Tower 200 First Street, Southeast Vice President of Alliant Investments Cedar Rapids, IA 52401 Ruth A. Domack John E. Ebright Vice President - Controller of Alliant 222 West Washington Avenue Madison, WI 53703 Edward H. Gleason 222 West Washington Avenue Vice President - Treasurer and Corporate Madison, WI 53703 Secretary of AEC James E. Hoffman Alliant Tower 200 First Street, Southeast President of Alliant Cedar Rapids, IA 52401 12 INTERSTATE POWER COMPANY (IPC) Each of the directors and executive officers of IPC is a citizen of the United States of America. The business address of each of the directors and executive officers of IPC is 1000 Main Street, P.O. Box 769, Dubuque, IA 52004, except as otherwise indicated. Name/Address Title ------------ ----- Executive Officers Erroll B. Davis, Jr. Chief Executive Officer 222 West Washington Avenue Madison, WI 53703 Michael R. Chase President Barbara J. Swan Executive Vice President and General 222 West Washington Avenue Counsel Madison, WI 53703 Pamela J. Wegner Executive Vice President-Corporate 222 West Washington Avenue Secretary Madison, WI 53703 Dean E. Ekstrom Vice President-Sales and Services Alliant Tower 200 First Street, S.E. Cedar Rapids, IA 52401 Dale R. Sharp Vice President Engineering & Standards John E. Ebright Vice President-Controller 222 West Washington Avenue Madison, WI 53703 Edward M. Gleason Vice President-Treasurer & Corporate 222 West Washington Avenue Secretary Madison, WI 53703 Directors The directors of IPC are the same as the directors of AEC (see above). 13 (d)-(e) During the last five years neither AEC, Alliant, Alliant Investments, HPI nor IPC and, to the best of their knowledge, none of their respective executive officers and directors named above, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On April 21, 1998, the three-way business combination (the "Merger") between WPL Holdings, Inc., a holding company incorporated under the laws of the State of Wisconsin ("WPLH"), IES Industries Inc., a holding company incorporated under the laws of the State of Iowa ("IES Industries"), and IPC, was consummated in accordance with the terms of an Agreement and Plan of Merger, dated as of November 10, 1996 (as amended on May 22, 1996 and August 16, 1996) by and among WPLH, IES Industries and IPC, among others. In the Merger, WPLH, as the surviving holding company, changed its name to Interstate Energy Corporation and then to Alliant Energy Corporation. AEC is now the parent holding company of Wisconsin Power and Light Company, IES Utilities Inc., IPC and Alliant. Following the Merger, Alliant Investments, which prior to the Merger was an indirect wholly-owned subsidiary of IES Industries, continued as an indirect wholly-owned subsidiary of AEC as the surviving holding company. On April 21, 1999, HPI, which prior thereto was a wholly-owned subsidiary of Alliant, became a wholly-owned subsidiary of Alliant Investments. In connection with this reorganization, Alliant Investments transferred its shares of Company Class A Common Stock to HPI, its wholly-owned subsidiary. As a result of these transactions, AEC may be deemed to beneficially own the shares of the Company's Class A Common Stock held by IPC and HPI. IPC and HPI are the record holders of such shares. Item 4. Purpose of Transaction Shares of the Company's Class A Common Stock were acquired by AEC as a result of the Merger. HPI (and originally Alliant Investments) and IPC acquired the shares for investment purposes. The acquisitions were not made in connection with the Merger. Item 5. Interest in Securities of the Issuer (a)-(b) Alliant Investments beneficially ownes 9,638,596 shares of the Company's Class A Common Stock, which represents approximately 12.7% of the outstanding shares of the Company's Class A Common Stock. These shares are now held by HPI. Alliant Investments, as the direct parent corporation of HPI, and Alliant, as the direct parent corporation of Alliant Investments, may be deemed to beneficially own the shares of the Company's Class A Common Stock owned by HPI. IPC beneficially owns 45,000 shares of the Company's Class A Common Stock, which represents approximately .06% of the outstanding shares of the Company's Class A Common Stock. AEC, as the parent holding company of Alliant Investments and IPC, may be deemed to beneficially own the shares of the Company's Class A Common Stock beneficially owned by HPI and IPC, all 14 of which constitutes 9,683,596 shares of the Company's Class A Common Stock (approximately 12.7% of the outstanding shares of the Company's Class A Common Stock). Each of the executive officers and directors of AEC, Alliant, Alliant Investments, HPI and IPC beneficially owns the aggregate number of shares of the Company's Class A Common Stock set forth below after his or her name. Except as indicated in the footnotes, the persons listed below have sole voting and investment power over the shares beneficially owned. The shares held by each of the persons listed below represent less than 0.10% of the outstanding shares of the Company's Class A Common Stock. Number of Shares of Class A Name Common Stock Beneficially Owned ---- ------------------------------- Thomas L. Aller 1,825(1) Alan B. Arends 200 E. Dean Baumgardner 0 Michael R. Chase 500 Erroll B. Davis, Jr. 1,000 Ruth A. Domack 0 Cynthia L. Dockus 0 John E. Ebright 1,100(2) Dean E. Ekstrom 0 Rockne G. Flowers 0 Claire Fulenwider 0 Edward M. Gleason 0 Joyce L. Hanes 0 William D. Harvey 0 James E. Hoffman 250 Lee Liu 46,575(3) Katharine C. Lyall 0 Arnold M. Nemirow 0 Milton E. Neshek 0 Jack R. Newman 1,291(4) Eliot G. Protsch 500 Judith D. Pyle 0 Robert D. Ray 1,000 David Q. Reed 600 Robert W. Schlutz 5,050 Dale R. Sharp 0 John W. Stoneman 0 Wayne H. Stoppelmoor 500 Barbara J. Swan 0 Thomas M. Walker 0 Pamela Wegner 0 Anthony R. Weiler 0 15 Number of Shares of Class A Name Common Stock Beneficially Owned ---- ------------------------------- Henry D. Wertheimer 0 - -------------------- (1) Includes 475 shares held by Mr. Aller's wife and 200 shares held by his daughter. (2) Represents shares held by Mr. Ebright's wife. (3) Includes 7,200 shares held by Mr. Liu's wife and options to acquire 34,375 shares. (4) Includes 41 shares held by Mr. Newman's wife. (c) See Item 4. In addition, on May 18, 1999, HPI sold 639,692 shares of Class A Common Stock for $55.62 per share pursuant to a registration statement filed by the Company under the Securities Act of 1933. (d) Not applicable (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Alliant Investments, Clark E. McLeod and Mary E. McLeod, Midwest Capital Group, Inc. and MWR Investments Inc. (collectively, the "Investor Stockholders") and the Company have, with respect to the respective shares of capital stock owned by each such Investor Stockholder, entered into an investment agreement, as amended (the "Investor Agreement"), effective as of June 10, 1996, which provides that each Investor Stockholder, for so long as each Investor Stockholder owns at least 10% of the outstanding capital stock of the Company (but in no event longer than three years), shall vote such Investor Stockholder's stock and take all action within its power to: (i) establish the size of the Board of Directors of the Company at nine directors; (ii) cause to be elected to the Board of Directors of the Company one director designated by Alliant Investments (for so long as Alliant Investments owns at least 10% of the outstanding capital stock of the Company); (iii) cause to be elected to the Board of Directors of the Company one director designated by Midwest Capital Group, Inc. (for so long as Midwest Capital Group, Inc. owns at least 10% of the outstanding capital stock of the Company); (iv) cause to be elected to the Board of Directors of the Company three directors who are executive offices of the Company designated by Clark E. McLeod (for so long as Clark E. McLeod and Mary E. McLeod own at least 10% of the outstanding capital stock of the Company); and (v) cause to be elected to the Board of Directors of the Company four independent directors nominated by the Board of Directors of the Company (subject to certain exceptions). On June 14, 1997, certain shareholders of Consolidated Communications Inc. ("CCI") (collectively, the "CCI Shareholders"), the Company and the Investor Stockholders entered into a Stockholders' Agreement (as amended, the "1997 Stockholders' Agreement"), which became effective on September 24, 1997. Pursuant to the 1997 Stockholders' Agreement, which amends and restates certain agreements contained in the Investor Agreement among the parties thereto, each Investor Stockholder and the CCI Shareholders, for so long as each such party owns at least 10% of the outstanding Class A Common 16 Stock, shall, for a period of three years after the effective date of the 1997 Stockholders' Agreement (subject to certain exceptions), vote such party's shares and take all action within its power to (i) establish the size of the Board at up to eleven directors; (ii) cause to be elected to the Board one director designated by Alliant Investments (for so long as Alliant Ivestments owns at least 10% of the outstanding Class A Common Stock); (iii) cause to be elected to the Board one director designated by MidAmerican (for so long as MidAmerican owns at least 10% of the outstanding Class A Common Stock); (iv) cause to be elected to the Board three directors who are executive officers of the Company designated by Clark E. McLeod (for so long as Clark and Mary McLeod collectively own at least 10% of the Class A Common Stock); (v) cause Richard A. Lumpkin to be elected to the Board (for so long as the CCI Shareholders collectively own at least 10% of the outstanding Class A Common Stock); and (vi) cause to be elected to the Board four non-employee directors nominated by the Board. In addition, the 1997 Stockholders' Agreement provides that if the Company grants any Investor Stockholder or CCI Shareholder the opportunity to register equity securities of the Company under the Securities Act of 1933, the Company will grant all other Investor Stockholders and CCI Shareholders the same opportunity to register their pro rata portion of the Company equity securities owned by them. The other operative provisions of the Investor Agreement remain unchanged in the 1997 Stockholders' Agreement. On November 18, 1998, the former CCI Shareholders and certain permitted transferees of such shareholders (collectively, the "Former CCI Shareholders"), the Company, IES Investments, Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin, entered into a Stockholders' Agreement (the "1998 Stockholders' Agreement"), which supersedes, as provided therein, the 1997 Stockholders' Agreement. Pursuant to the 1998 Stockholders' Agreement, Alliant Investments, Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin (collectively, the "Principal Stockholders"), for so long as each such party owns at least 4,000,000 shares of the Class A Common Stock, shall, for the period ending on December 31, 2001, vote such party's shares and take all action within its power to (i) establish the size of the Board at up to eleven directors; (ii) cause to be elected to the Board one director designated by IES (for so long as IES owns at least 4,000,000 shares of the Class A Common Stock); (iii) cause to be elected to the Board three directors who are executive officers of the Company designated by Clark E. McLeod (for so long as Clark and Mary McLeod collectively beneficially and continuously own at least 4,000,000 shares of the Class A Common Stock); (iv) cause Richard A. Lumpkin to be elected to the Board (for so long as the Former CCI Shareholders and Richard A. Lumpkin collectively beneficially and continuously own at least 4,000,000 shares of the Class A Common Stock); (v) cause to be elected to the Board a director nominated by the Board to replace a director designated by a Principal Stockholder, as provided above, because the director no longer can or will serve as a director; and (vi) cause to be elected to the Board up to six non-employee directors nominated by the Board. The 1998 Stockholders' Agreement provides that until December 31, 2001, IES and its affiliates will not directly or indirectly acquire any Company securities, except as permitted by the 1998 Stockholders' Agreement. The 1998 Stockholders' Agreement further provides that, until December 31, 2001, and subject to certain exceptions, no Principal Stockholder will sell or otherwise dispose of any equity securities of the Company without the consent of the Board. In addition, the Stockholders' Agreement provides that if the Company grants any Principal Stockholder the opportunity to register equity securities of the Company under the Securities Act of 1933, the Company will grant all other Principal Stockholders the same opportunity to register their pro rata portion of the Company equity securities owned by them. Certain sections of the 1997 Stockholders' Agreement are superseded on the terms contemplated in the 1998 Stockholders' Agreement. 17 On January 7, 1999, the former CCI Shareholders and certain permitted transferees of such shareholders (collectively, the "Former CCI Shareholders"), the Company, Alliant Investments, Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin and M/C Investors LLC and Media/Communications Partners III Limited Partnership (collectively, the "New Stockholders"), entered into a Stockholders' Agreement (the "1999 Stockholders' Agreement"). Alliant Investments, the McLeods, Lumpkin and the Former CCI Shareholders are referred to collectively as the "1998 Stockholders." Pursuant to the 1999 Stockholders' Agreement, each 1998 Stockholder, for so long as each such party owns at least 4,000,000 shares of the Class A Common Stock, shall, for the period ending on December 31, 2001, vote such party's shares and take all action within its power to (i) establish the size of the Board at up to eleven directors; (ii) cause to be elected to the Board one director designated by the New Stockholders (for so long as the New Stockholders own at least 2,500,000 shares of the Class A Common Stock); (iii) cause to be elected to the Board a director nominated by the Board to replace a director designated by the New Stockholders, as provided above; (iv) establish and maintain the size of the Board at up to eleven directors; and (v) cause to be elected to the Board up to five non-employee directors nominated by the Board. Pursuant to the 1999 Agreement, the New Stockholders, for so long as they collectively and continuously own at least 2,500,000 shares of Class A Common Stock, shall, for the period ending on December 31, 2001, vote their shares and take all action with their power to (i) establish and maintain the size of the Board at up to eleven directors; (ii) cause to be elected to the Board one director designated by IES Investments (for so long as IES Investments owns at least 4,000,000 shares of Class A Common Stock); (iii) cause to be elected to the Board three directors who are executive officers of the Company designated by Clark E. McLeod (for so long as Clark and Mary McLeod collectively beneficially and continuously own at least 4,000,000 shares of the Class A Common Stock); (iv) cause Richard A. Lumpkin to be elected to the Board (for so long as the Former CCI Shareholders and Richard A. Lumpkin collectively beneficially and continuously own at least 4,000,000 shares of the Class A Common Stock); (v) cause to be elected to the Board a director nominated by the Board to replace a director designated by a Principal Stockholder, as provided above, because the director no longer can or will serve as a director; (vi) cause to be elected to the Board up to five non-employee directors nominated by the Board; and (vii) cause to be elected to the Board one director designated by the New Stockholders (for so long as the New Stockholders collectively beneficially and continuously own at least 2,500,000 shares of Class A Common Stock). The 1999 Stockholders' Agreement further provides that, until December 31, 2001, and subject to certain exceptions, no New Stockholder will sell or otherwise dispose of any equity securities of the Company without the consent of the Board. In addition, the 1999 Stockholders' Agreement provides that if the Company grants any Principal Stockholder the opportunity to register equity securities of the Company under the Securities Act of 1933, the Company will grant all other Principal Stockholders the same opportunity to register their pro rata portion of the Company equity securities owned by them. The foregoing descriptions of the Investor Agreement, the 1997 Stockholders' Agreement, the 1998 Stockholders' Agreement and the 1999 Stockholders' Agreement are qualified in their entirety by reference to the Investor Agreement and 1997 Stockholders' Agreement, which were previously filed as exhibits to this Schedule and are incorporated herein by reference, and the 1999 Stockholders' Agreement and 1998 Stockholders' Agreement, which are filed as exhibits to this Schedule and are incorporated herein by reference. Item 7. Materials to be Filed as Exhibits 18 1. Form of Investor Agreement dated as of April 1, 1996 among the Company, IES Investments, Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod and Mary E. McLeod and certain other stockholders (previously filed with the Securities and Exchange Commission as Exhibit 4.8 to the Company's Form S-1 Registration Statement, as amended, dated June 7, 1996, Registration No. 333-3112 and incorporated by reference herein). 2. Stockholders' Agreement dated as of June 14, 1997 among the Company, certain shareholders of Consolidated Communications Inc., IES Investments, Midwest Capital Group, Inc., MWR Investments Inc., Clark E. McLeod and Mary E. McLeod and certain other stockholders (previously filed with the Securities and Exchange Commission as Exhibit 4.12 to the Company's Amendment No. 2 to Form S-4 Registration Statement, as filed on July 25, 1997, Registration No. 333-27647 and incorporated by reference herein). 3. Stockholders' Agreement dated as of November 18, 1998 among the Company, the former shareholders of Consolidated Communications Inc. and certain permitted transferees of such shareholders, Alliant Investments, Clark E. McLeod, Mary E. McLeod and Richard A. Lumpkin. 4. Stockholders' Agreement dated as of January 7, 1999 among the Company, the former shareholders of Consolidated Communication Inc. and certain permitted transferees of such shareholders, Alliant Investments, Clark E. McLeod, Mary E. McLeod, Richard A. Lumpkin, M/C Investors LLC and Media/Communications Partners III Limited Partnership. 19 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: June 1, 1999. ALLIANT ENERGY CORPORATION By: /s/ Edward M. Gleason Edward M. Gleason Vice President-Treasurer and Corporate Secretary ALLIANT ENERGY RESOURCES, INC. By: /s/ Edward M. Gleason Edward M. Gleason Vice President-Treasurer and Corporate Secretary ALLIANT ENERGY INVESTMENTS, INC. By: /s/ Edward M. Gleason Edward M. Gleason Treasurer and Secretary HEARTLAND PROPERTIES, INC. By: /s/ Ruth A. Domack Ruth A. Domack President INTERSTATE POWER COMPANY By: /s/ Edward M. Gleason Edward M. Gleason Vice President-Treasurer and Corporate Secretary 20 EXHIBIT INDEX Exhibit ------- 1. Investor Agreement dated April 1, 1996 * 2. Stockholders' Agreement dated June 14, * 1997 3. Stockholders' Agreement dated * November 18, 1998 4. Stockholders' Agreement dated * January 7, 1999 - --------------- *Incorporated by reference. 21 -----END PRIVACY-ENHANCED MESSAGE-----